Bladder cancer is the 5th most expensive cancer in the US accounting for estimated $5.3 billion in direct medical costs in 2005. With bladder cancer patients having a 10 year survival rate of 77% and its known high rate of recurrence and progression, there is a need for the development of more sophisticated surveillance tools. Currently up to 6 random biopsies of normal appearing urothelium are taken in patients presenting with superficial bladder cancer at the time of the resection or biopsy of the visible tumor. Optical Coherence Tomography (OCT) is a new real-time optical cross-sectional imaging modality, capable of visualizing microstructural tissue changes associated with cancer and other pathological conditions. OCT systems like the Imalux Niris(tm) Imaging System can potentially guide or replace biopsies, as well as guide surgical treatment. It can detect changes associated with bladder carcinoma or even precancer conditions like dysplasia. However, the existing OCT systems have a slow image acquisition rate and can only perform single point imaging;therefore their ability to survey large surface organs like the bladder is limited. To be able to acquire OCT images at substantially higher rate (video rate), without compromising image quality would allow physicians/clinicians to survey large organs in an efficient amount of time. By detecting and treating additional foci of disease at a single point-of-care visit, video rate OCT during treatment could significantly decrease the recurrence rate of disease and thereby decrease the frequency of follow-up cystoscopy evaluations. We have an original, innovative concept for creation of a fast-scanning Frequency Domain OCT (FD- OCT) system based on common path topology. The FD-OCT image acquisition principle insures superior image quality at a fast acquisition rate. The common path optical topology, used in our Niris device, is insensitive to fiberoptic probe length, fiber type and polarization distortions associated with probe bending. Thus, our proposed imaging system is a video rate OCT device capable of endoscopic applications with uncompromised image quality. In Phase I, an experimental breadboard of the new optical layout will be constructed utilizing a tunable light source. In Phase II, a prototype OCT system with fast scanning, real time image acquisition and visualization will be built using the optical layout with proven feasibility from Phase I. Verification of the prototype system will be completed via performance testing, including ex vivo OCT imaging of biotissues. The long term goal of the project is to develop a Video Rate Optical Coherence Tomography System (VR-OCT) for early cancer visualization that will provide clinicians enhanced capabilities by allowing them to scan and survey large organs in real-time in addition to performing point imaging of smaller anatomical areas.